Leassons Learned
by Ticklefennec
Summary: Based off my commission from Benj24 featuring Rocket stealing Quills Walkman. It leads to some interesting discoveries and maybe eventually something more. Story was written by iceburgpony on Furaffinity
1. Lessons to Be Learned

Don't Steal my Stuff

Guardians of the Galaxy Story

M/M NSFW Tickling

Rocket Raccoon / Peter Quill

It wasn't Rocket Racoon's intention to antagonize his friend, at least not at first. Truth be told he just wanted to stop that goddamn noise for a little while. Lately, he had been more irritable than usual. He couldn't pinpoint why, which only annoyed him more. Things that he used to not care about suddenly pissed the raccoon off. One of which… being his captain's music.

The same songs. Again… and again… and again. It felt like every day from the moment he woke to the second he fell asleep he heard the same exact music.

Quill's music was driving him insane. Last night had been the tipping point, as he had blasted his music throughout the ship for hours and hours. Rocket hadn't been able to sleep, as the sounds wormed their way into his ears. By the time it finally stopped he knew he had to do something about it. It had been the third night in a row where Quill had stayed up late with no respect for the others rest.

Quill's music player was important to him. Rocket knew that. Even as he snuck into Quill's cabin in the dead of night, half-crazed from his own lack of sleep, he knew it wasn't the best long term plan he could come up with. Still, the second he had his paws on the device he stopped thinking logically.

Rocket had hidden the player behind one of the loose metal panels of the ship where he liked to hide some of his guns in case of emergencies. He didn't want to destroy the thing, as tempting as it was. He didn't want to admit it, but he cared too much about Quill to seriously damage anything he cherished. He just wanted to see the guy squirm and panic upon realizing his belonging was gone.

Rocket had snuck off back to his cabin after his deed had been dealt with. From the moment his head hit the pillow, he was out like a light. He almost expected to not be able to sleep, like those stories he heard where people were too wracked with guilt after doing something heinous. Truth be told, he slept better than he had in months that night. It was the first morning in quite a long time where he wasn't rudely awoken by one of Quill's songs blasting from the cockpit of the ship.

Rocket left his cabin late, having slept in a few more hours than usual. He yawned and stretched his arms up above his head as he sleepily made his way down the hall toward the back of the ship. He was already thinking about what he wanted to eat when he was interrupted by a loud, sudden bang.

"Dammit!"

Rocket jumped, feeling the fur on the back of his neck stand up on end. He realized it was Quill who shouted. He had just walked by the captain's cabin door, from which the loud sound had originated. Rocket frowned and made his way closer to the door. He heard another crash like something had been thrown frantically up against the wall. He heard another swear from the other side of the door.

Suddenly the door in front of Rocket was thrown open. Quill stepped out quickly. If it weren't for Rocket's quick reflexes he might have kicked the raccoon.

"Hey, watch where you're going!" Rocket snapped.

Quill didn't respond but made his way quickly past Rocket without so much as looking down. His pacing was quick. He didn't even shut the door behind him. Rocket grumbled under his breath and glanced inside, only to feel his chest tighten.

The entire inside of the cabin had been torn apart. It was a mess like Rocket had never seen before, with drawers open and sheets sprawled out on the floor. The raccoon took a step inside, frowning to himself.

"Aw, shit," Rocket grumbled under his breath. A pit of guilt was starting to form inside of Rocket's belly. He knew Quill would be upset upon realizing his device was missing, but he didn't expect this sort of reaction. Quill was clearly in distress.

"Hey!"

Rocket jumped. He looked up and over his shoulder to see Quill standing in the doorway. His hair was messy, and he was out of breath.

"Wh-What?" Rocket asked.

"The heck are you doing in here?" Quill asked.

"Uh… n-nothing," Rocket said. "You uh… looking for your music player?"

"How the hell did you know I was missing that?" Quill questioned. "Didn't you just wake up?"

Shit.

"Oh, uh… I uh…".

Quill was towering over him. Rocket's mind suddenly went blank. He couldn't think of a good excuse in time before Quill lost it.

"You're the one who took it, didn't you, asshole!" Quill snapped.

"Woah Woah Woah hold up!" Rocket snapped. He tried to step back, but Quill was too quick for him. He dove down onto his knees and snatched Rocket on either side of his body. He tried to free himself, but Quill's grip was strong.

"Where the heck is it?" Quill asked, patting down Rocket and squeezing him in several areas.

"W-What the heck?" Rocket snapped. "Get your h-hands off of mehehe!"

Much to his own surprise, Rocket laughed. It was as Quill's hands dug into his sides, grabbing and prodding for pockets where his music player might be held. He tried to squirm and writhe, but nothing seemed to help him get away from Quill. Those damn hands wouldn't stop touching him, either.

"A-Ahaha, you ass!" Rocket yelled. "Get off! That shit tickles!"

"Oh, does it now?" Quill asked. He was grinning, but his eyes had a burning anger behind them. "Not talking, huh? Guess I'll just have to make you talk, you damn trash digger!"

"Hey, hold up!" Rocket whined as Quill snatched him up off the ground. He tried to kick and punch, but the size difference between them made it impossible to land so much as a scratch when Quill held out his arms.

Rocket was flung down with a surprising amount of strength right onto Quill's bed. He tried to quickly scramble himself up, but Quill was quick. He grabbed him by both of his arms and lifted them straight up above his head.

"The hell are you doing?" Rocket questioned. "I-I didn't have anything to do with your stupid music player!"

"Yeah, sure," Quill said. He was still gripping Rocket's wrists with one of his fists, hovering above the raccoon with his face only a few feet away. "Who else would take it? You're always the one telling me to turn it down, right? Better talk now."

"Or what?" Rocket growled. "What're you gonna do? Hurt me?"

"No," Quill said, steadily breathing out. "But I am gonna have to punish you if you don't start talking soon, furball."

"Pffft," Rocket rolled his eyes and let out a groan. Whatever guilt he felt for Quill before was fading, and quickly. Now he was just being a pain in Rocket's ass. He knew his friend wouldn't hurt him, obviously, so he had no clue what else he could possibly do.

"Let's see," Quill said under his breath. He lifted the hand that wasn't holding Rocket's wrists and hovered it over Rocket's chest. "How about… here?"

Quill's fingers moved down, trailing on the fabric of Rocket's overalls. He moved slowly to the right until he reached the end of the clothes, and his fingertips slipped down onto Rocket's fur. His armpit.

"Nngh!" Rocket could feel himself tense instantly as soon as one of those fingers touched down into his pit. Instantly his eyes widened and his breath caught in his throat. It wasn't a reaction he was expecting to give.

"You gonna tell me where it is?" Quill asked, beginning to move that single finger in small circles around Rocket's bare, exposed pit.

"A-Aha! T-The hell are you doing?" Rocket whined, biting down onto the inside of his cheek and squirming. He pulled at his wrists but Quill's grip was like iron chains.

"What's wrong?" Quill asked, giving Rocket a sly grin. "Ticklish?"

Tickling… it was something Rocket had little knowledge of. He had heard about it before, of course, but it wasn't exactly something that he had any real experience in. He had heard about how it made you laugh, and sometimes even the torturous feelings it brought. Truth be told the raccoon had always scoffed at the idea. He wondered how something like being forced to laugh could be anything close to torture. He knew torture, all too well.

"Piss off!" Rocket grunted through gritted teeth. He shut his eyes now. Quill's finger kept swirling and swirling. It took everything in Rocket's power to keep himself from giggling. Goddammit, he was really ticklish. Why the hell had he been made to be ticklish? What kind of purpose did that serve?

Quill's finger made a sudden movement down into Rocket's pit where he had been circling like a vulture. Rocket's eyes shot open. Quill's fingertip relentlessly prodded and scratched the deepest, most vulnerable part of Rocket's armpit.

"Ahahaha! Knock it off!" Rocket shouted. He couldn't hold back his giggling anymore, as much as it pissed him off. He turned his head side to side with violent force and tried to kick his legs to get Quill off of him, but it wasn't working.

"You ready to talk?" Quill asked.

"S-Screw you!" Rocket snapped. "I didn't take shit!"

"Liar," Quill said. He then grinned devilishly. "Oh well. I'm having fun. Let's see where else you're ticklish, huh?"

"Hey!" Rocket shouted as Quill's hand finally left his pit, only to go up to the strap of his overalls and unbutton it with one hand. Quill did the same to the other side, pulling the fabric down and exposing Rocket's shoulders. He tugged hard, ripping the overalls down until they were at Rocket's waist, and suddenly his entire chest was exposed.

"Nice," Quill said, still smirking down at the raccoon. "Man, there's a lot here to tease. I'd hate to be you right now, little guy."

Rocket could have sworn his face felt a bit hotter than usual. He could only hope that something as embarrassing as a blush wasn't obvious to Quill. He wasn't used to being exposed like this. In fact, with both his chest being exposed and his arms being bound it was making him think of the past. The past wasn't exactly full of good times for the raccoon.

But why wasn't he angrier? If this was really like those awful, awful days why the hell wasn't he seriously fighting? He was writhing and trying to break free, sure, but it was nothing like the blind panic of trying to claw and bite his way free. The way he was trying to fight almost felt playful… He hadn't realized it until just now.

Rocket's thoughts were interrupted by Quill continuing the session. The raccoon bit his tongue as Quill's hand settled palm down against his abdomen. His fingertips dug gently, giving Rocket's belly a squeeze.

"Mhm…" Rocket reacted despite forcing himself to keep his mouth shut.

Dammit, dammit, dammit! Just how much of his body was ticklish?

Quill's fingertips were soon the only thing touching Rocket's belly. They traveled down, using the lightest and most annoying stroke possible to make Rocket nearly whimper with ticklish agony. It was so, so awful. He wanted to laugh, but he tried his best to keep himself from. Even as the fingers drug along the outline of his belly and sides he tried to keep his mouth shut. Quill was moving tediously slow, driving Rocket insane. Rocket's body kept involuntary jerking each time those damn fingers touched a spot that was unusually sensitive. Each time Quill chuckled.

Then Quill's fingers moved down to Rocket's belly button. Up until this point Rocket's sides had been the worst, forcing out a few involuntary giggles from just a few light touches.

However, as soon as those fingers touched down and began to trace the outline of his bellybutton Rocket knew he was done for.

"E-Ehehehe!" Rocket giggled, trying to grind his teeth shut and forced himself to stay quiet. He soon realized that was impossible because Quill was hardly touching him. Upon realizing he had found a sensitive spot Quill pressed harder, using his fingernails to scratch and prod.

"A-Ahahaha!" Rocket cried out. "D-Dahahahamit!"

Rocket squealed with ticklish agony at the relentless torment of his belly button. Quill was starting to tease now, pinching his lower belly as the rest of his fingers danced around and inside the belly button. Rocket started to thrash with newfound energy. Panic rose in his body of just how helpless he was. He couldn't move. He couldn't freaking move. This was driving him insane.

"Ahahahaha!" Rocket cried out. "S-Stohohoop! Ehehehehe! Not there! Ahahahahaaaaa!"

Though it wasn't long before Quill moved on from the belly button, it felt like an eternity.  
Rocket barely had time to catch his breath once Quill's hand pulled away before he was attacked once more, this time near his chest. Quill's fingers found his nipples quickly and began to stroke at them.

"Y-Yohohou shit!" Rocket squealed.

"You're just sensitive all over, huh?" Quill asked.

"Shuhutut up!"

"What happens if I stroke here?"

"D-Dohohon't you dahahar — EEEEHEHEHEEE!"

Rocket was now positive he was going to lose his mind. Quill had gone back to his armpits, only this time he wasn't playing lightly. He was digging his fingers in, forcing them to stroke and poke and claw with such ferocity that Rocket was soon blinded by his own desire to laugh.

"EEEEHEHEHEEEE!" Rocket cried out. "NOHOHOHOOOO!"

Rocket tried, desperately, to move his body to one side away from the fingers. That only made Quill switch pits, which made Rocket struggle the other way. This little dance repeated, with Rocket squirming and Quill following him. There was no escape from the tickling.

"I'LL TELL YOU!" Rocket cried out. "I'LL TELL YOU WHERE YOUR DAMN PLAYER IS!  
AHAHAHAAAAA!"

"Hmmm, naw," Quill said, grinning. "I'm having fun. Besides… I think you still need a bit more punishment."

Rocket could feel his heart race with panic as Quill lowered his hands to the floor, and snatched up a belt from the mess he had made. He was quick to bind Rocket's hands, able to easily fight off Rocket's half exhausted struggles and tie them up to the back of the bed.

"Shit!" Rocket hissed, pulling at his new bindings. All he managed to do was hurt his wrists by tugging too hard. No good.

"That's more like it," Quill said, leaning over Rocket with a grin on his face. He lifted both of his hands, which Rocket stared at with wide, frightened eyes. He wiggled his fingers tauntingly, and Rocket felt his breath catch in his throat once more.

"C-C'mon," Rocket whined. "I'll tell you where it is…"

"I think you haven't learned your lesson," Quill said. "I'll make sure it sticks."

"G-Get away from me you a-ahahahasssssssss!"

Rocket's insult was cut short as Quill's hands dug down fast into his sides. Instantly, Rocket screamed.

"AHAHAHAHAAAAAA!" Rocket cried out, arching his back and trying to turn to one side or the other. Quill's fingers followed, attacking his belly and sides with fierce, hard strokes. Quill's nails were digging into his sides, scraping downward and clawing out laughter that was so forced it was starting to make Rocket's throat sore. "NOHOHOHOOOO! GET OFF GET OFF GET OFF!"

Quill wasn't listening to Rocket's pleas. He just kept tickling. His fingers kept running with grace along the ticklish raccoon's exposed upper body. With one hand Quill reached up and stroked at Rocket's neck, using his other hand to swirl around the belly button once more.

"PPPPFFFFTTTTTT!"

Rocket didn't know it was possible for just so much of his body to be ticklish. This was unrelenting. Had the crazy assholes who made him intentionally make him the most ticklish thing in the universe?

Quill's fingers were currently inside of both of his pits. The helpless raccoon was squealing and panting, and swearing through his laughter. He tried with all his might to pull his arms free and hide his horribly sensitive pits from Quill's torturous fingers. It felt even more like a hopeless attempt than when this torment had begun. This was, above all else, exhausting. He could feel his body getting weaker, and somehow more sensitive, as the seconds' drug on. Though the tickling got worse and made him want to laugh harder, he soon became unable to fight as hard as he had at the start.

Quill was ruthless with him. He drug all ten of his fingers down Rocket's sides all the way from his pits down to where his overalls hung. He did it again, and again, and again. In fact, he did it so much and so roughly that even when he stopped Rocket could still feel his sides tingle with the sensation. He could not for the life of him stop giggling, even when Quill took a moment to pull his hands away and find a new spot to tease.

"Have you learned your lesson?" Quill asked.

"S-Screw you…" Rocket said through an exhausted breath.

"That's no way to talk," Quill said, lifting his hands and putting them on either side of Rocket's head. "Now c'moooon, say you're sorry."

Quill's fingers weren't done yet. With his hands still on the sides of Rocket's head, he lifted them and began to stroke at the edges of Rocket's long ears. He used light, feather-like touches to drag around.

"NNNNGH EHEHEHEEE!" Rocket squealed, trying to thrash his head but being unable to do so in Quill's hands. "K-Knock it off! Stop touching! Stop!"

"You know how to make it stop," Quill said, still stroking the ears. "Man, I didn't think these cute ears of yours would be ticklish too. Is there a spot on you that won't make you laugh?"

"A-Ahahahahaa! F-Fine! I'm sorry!"

"Sorry for what?"

"FOR TAKING YOUR DAMN MUSIC PLAYER, YOU ASS!" Rocket shouted as loud as he could with what little strength he had left.

"There, was that so hard?" Quill asked, smirking. "Now where the hell is it?"

Rocket told Quill the truth. He was too exhausted to lie and risk another 'punishment' from Quill for doing so. Quill seemed satisfied and undid Rocket's bindings before getting up off the bed and heading off for his player.

"G-Goddammit," Rocket hissed under his breath as he felt his wrists. He rolled onto his side, tugging up his overalls. He felt humiliated, with his face hot and probably bright enough to show a blush through his fur. He really had been driven to near insanity by tickling?

Still, Quill was right. He didn't hurt him.

Rocket tugged up at his overalls as he slipped them back over one of his shoulders, only to pause, and freeze. Instantly the raccoon felt his eyes widen, and his heart pick up in pace.

Between Rocket's legs, he felt… stiffness. He glanced down, seeing the tent in his overalls where his cock was. He felt his whole body tense up. Confusion and a bit of panic hit him, sending his thoughts spiraling. A million questions blasted through his head at lightning speed.

Why the hell was he hard? Did Quill notice? Did the bastard not say anything? How didn't he realize it until now? Did being tickled and bound up like that seriously turn him on?

"Got it!"

"Ah!"

Rocket jumped, hearing Quill's voice. He was quick to force his legs shut, hiding the shame of his erection. He saw Quill in the doorway to the cabin, holding his music player in one hand and staring down at it as he put one headphone over one of his ears. He wasn't even looking at Rocket.

"You gonna like… go?" Quill asked. "I gotta clean up this mess, y'know."

"I-I'm going!" Rocket snapped. "Just let me catch my damn breath!"

"Better hurry," Quill said, stepping in. His tone was teasing. "Now that I know your weaknesses I can punish you at any time."

"P-Piss off!" Rocket said, feeling his voice stutter. He hopped off the bed. With one of his shoulders still uncovered he hoped the fabric was loose enough not to show his tenting shame.

"Yeah, yeah," Quill said. "Don't take my stuff, buddy."

Rocket was quick to make his way out of Quill's cabin. He didn't stop there and made his way quickly back to his own. He half-stumbled through the door, gasping as he shut it behind him and fell to the floor.

"Shit," Rocket hissed under his breath, undoing the shoulder of his overalls and tugging them down. He revealed his underwear, tenting just as hard as before. He bit his lip, feeling heat rush to his cheeks.

Did Rocket really hate that? He thought he did. The entire time he was bound up it was nothing but pure agony. He wanted it to end from the moment it started, yet right now… he was turned on. He was really, REALLY turned on.

Rocket gave it a few minutes, yet his cock didn't soften in the slightest. He kept thinking of Quill's fingers running against his sides. He could still feel the tingling. He couldn't stop thinking of how it felt. Even when he shut his eyes and grunted he couldn't make his thoughts stop.

He… Liked it…

"Dammit," Rocket hissed under his breath. "That asshole."

Rocket took a moment to compose himself. He gingerly lowered his hand to his tenting underwear. He thought of Quill's fingers teasing his pits and belly button. He squeezed his cock gently and felt himself resist a moan.

The whole time he was touching himself, he couldn't stop thinking of how it had felt to be tickled.


	2. Didn't Learn my Lesson

Don't Steal my Stuff

Guardians of the Galaxy Story

M/M NSFW Tickling

Rocket Raccoon / Peter Quill

Rocket had spent the last several days cooped up alone in his cabin feeling confused and flustered. He had tried his best not to let his experience with Quill bother him, but the harder he tried not to think about it the more the thoughts would pop up in his head. They made him feel annoyed and embarrassed. It was getting more and more difficult for the raccoon to so much as see Quill without freezing up.

Rocket had gotten hard from Quill tickling him. He couldn't stop replaying the memory again and again in his mind. He thought of how it felt to be held down and squeal at the touch of the man. He hated it so much in the moment, kicking and whining and begging for it to stop. It was pure torture. It left no scars, but it was as unforgiving as the real kind. Whenever he thought about it for too long his overalls got tight, and he was forced to excuse himself.

The night after Quill had tickled Rocket, the raccoon had been unable to sleep. He kept tossing and turning in his bed with the memory fresh in his mind. His cock was rock solid, and he couldn't stop thinking about the reason why. Eventually, he gave into his body's needs and jerked off, all while closing his eyes and trying to remember the sensation of Quill's fingers digging into his sides. When he finally came he felt angry and ashamed. He was finally able to sleep, but he wasn't exactly happy about it.

"Mmmmph," Rocket whined as he rolled onto his side. He had a pillow pressed to both sides of his head. He was dealing with that same problem again. He was thinking about that day, and his body was reacting. He had just been sitting here tinkering with some gadgets when his mind started to wander. Whenever it wandered lately, it always came right back to the tickling.

Rocket told himself he was being stupid. He thought he was a freak or some kind of pervert. Normally those words wouldn't bother him, but in the context of getting off because somebody tickled him, he couldn't stop worrying about it. Maybe if it was a one-time thing he could excuse it, but the problem was it wasn't.

Rocket wanted to be tickled again.

The raccoon had tried everything in his power to convince himself this one simple fact was a lie. He had denied it, tried to fight it, and even torn his hair out just trying not to think about it. However, everything boiled down to the same conclusion. He wanted more. He was like a starving beast who desperately searched for his next meal. Every time he was aroused all he could think about was how badly he wanted to experience it again. He wanted it to be just as intense, if not worse. He wanted to really suffer under the torment of Quill's fingers. That thought alone was driving him insane to the point he couldn't even squirm without feeling the rock solid cock between his legs.

"Dammit!" Rocket hissed.

He knew that someway, somehow, he had to figure out how to be tickled once again.

Turns out, it was actually a lot more difficult than he thought it would be. The more Rocket thought about it the more he realized he had pissed off and annoyed Quill countless times in the past. It was only this most recent endeavor that had escalated to the point of him snapping and actually retaliating seriously against Rocket.

Rocket considered a few options. He thought about verbally assaulting Quill, trashing his room, or even just driving the ship off course when Quill wasn't looking. All of these seemed a bit too drastic and downright mean in a way that didn't rub the raccoon the right way.

In the end, repeating the same thing that got him into this whole mess felt like the best course of action. Which was how he ended up sitting alone in his room clutching Quill's music device in both of his hands fidgeting with anxious nerves.

Honestly, Rocket didn't feel amazing about stealing this device for a second time. He had regretfully been made to feel pretty guilty the last time he did so, even before Quill tickled the hell out of him, and to do it a second time just made him feel all slimy and gross. Still, it seemed like the safest option that wouldn't result in too much of a mess for anybody aboard the ship. Sneaking into Quill's room in the dead of night to snatch it from his nightstand had been easy enough, but the really hard part was just waiting.

It only took a few hours for Quill to realize what was missing. Rocket could hear him occasionally swearing as he searched the inside of his room with frustrated groans. It wasn't quite the same vicious desperation as before, because it took him less than twenty minutes of searching before he got fed up and went searching for the raccoon.

Rocket had retreated to the safety of his cabin by the time Quill came pounding on his door.

"Th-The hell do you want?" Rocket asked, actually jumping as the pounding of the door synced up to the rough pounding inside his chest. "I'm busy!"

"I know you took it, you rat!" Quill snapped through the door before pulling it open. He took a step in with a frustrated look on his face. "Look, just give it back and we won't have any problems."

"I dunno what the hell you're talking about," Rocket said, though he was unable to look up and meet Quill's eye as he lied through his pointy teeth. He honestly couldn't stand to look at Quill without a wave of guilt washing over him. "Y'know it's polite to wait for somebody to open the door before bursting into their room."

"Don't get cute with me," Quill said. He stepped forward and grabbed Rocket without warning.

The raccoon, who had been sitting with his back facing Quill, yelped in surprise when he felt two hands grasp him by the armpits and lift him up.

"H-Hey, put me down!" Rocket snapped.

"Do I have to teach you another lesson?" Quill asked. He sounded devious now. "Just tell me what you did with it and I'll leave you alone."

Rocket could feel his chest almost explode with excitement. He suddenly wasn't feeling very guilty any longer.

"I-I ain't saying anything about your damn music player!" Rocket said, trying his best to really seal the deal by stating that he knew exactly what Quill was talking about.

"Oh, you're asking for it now," Quill said. "Don't say I didn't warn you."

"Lemme go!" Rocket snapped, fearful he might accidentally let it show in his voice just how excited he was. "I'll scream! Really!"

"Heh, good luck shortstuff," Quill mocked. "Everybody's out on a supply run. I got you all to myself for the next few hours until you fess up!"

"Nnnngh, you sack of shit!" Rocket cried out, trying his absolute hardest to sound as angry as he normally would have. "I'm gonna bite your goddamn fingers off if you don't let me go!"

"Good luck trying," Quill said. "Cause when I'm through with you you're gonna be too exhausted to even nip at me."

Oh shit. Those words were way hotter to Rocket than he could possibly dream of. Suddenly he was very worried Quill might look down and discover the fact that his cock was quickly hardening from sheer anticipation. He watched helplessly as Quill undid his belt with one hand and pulled it free. He squirmed and struggled just enough to make it look like he was putting up a real fight, but not enough to actually free himself. As Quill began to tie his wrists up above his head he whined and panted. Quill secured both the belt and Rocket's wrists to the top of the bed, freeing up both of his hands. Now Rocket was sitting there helplessly.

"We can avoid all of this if you just be a good little fuzzball and tell me where you hid it," Quill said.

"Bite me," Rocket growled.

"Heh, don't say I didn't warn you," Quill teased. His hands moved down to Rocket's shoulders where he quickly unlatched both sides of the raccoon's blue overalls. He slipped them down. By now Rocket's heart was beating so furiously fast that he was surprised Quill couldn't hear it. Soon the overalls were at his waist, thankfully creating a big enough heap near his crotch to mask his quickly tenting erection from Quill.

"Aw, you're so nervous you're trembling," Quill taunted. "I told you how to get out of it. You can still back out, you know."

"S-Screw you," Rocket said.

Truth be told, he was trembling from excitement. There was also the fear and terror that Quill might unmask his true desires, but right now he simply wanted it to start. He had been thinking about the last time so nonstop that he wanted to pinch himself just to make sure this wasn't another one of his dreams. Luckily the tightness of the belt above his head and the adrenaline running through his veins was enough to tell him it wasn't.

"I think last time wasn't hard enough for you to learn a proper lesson," Quill said. He reached out a finger and pressed it down to Rocket's chest and began to drag it down. "Don't go anywhere now."

"Th-The hell are you doing?" Rocket asked.

Quill slipped off the bed and out of the room quickly, much to Rocket's confusion and disappointment. If this were the last time he was positive he would be writhing trying to free himself, but instead, he simply sat still and waited. When he heard Quill's footsteps approach from down the hall return the raccoon started to feign struggling. He saw Quill was holding an assortment of items in his hands, which he dumped out onto the bed. Rocket noticed a toothbrush, a makeup brush, a backscratcher with pointy looking fingers, and other items that were tossed out of Rocket's line of sight before he got a proper chance to look at them.

"The hell's all that?" Rocket questioned.

"Your nightmare," Quill said with a devious tone. "I told you. It's time for a proper lesson."

Quill reached down and snatched up the backscratcher first. His eyes ran up and down Rocket's body before eventually falling down to the soles of the raccoon's feet. He reached down and grabbed for one of the ankles. Rocket couldn't stop himself from yipping in surprise. He hadn't been tickled there last time, meaning he had no idea just how sensitive it was.

The pointed fingers at the end of the backscratcher settled down at the ball of Rocket's sole and began to drag downward. Rocket didn't stand a chance. He couldn't even try to hold back. He just burst out laughing.

"Ah-Ahahahaha! H-Hohoholy shit!" Rocket began squealing in a matter of seconds. Before the backscratcher had even reached his arch he was overwhelmed by the sensation.

"Oh, you're so fucked," Quill said. He sounded downright evil as he drug the backscratcher without mercy. The ticklish feeling peaked as those fingers drug over his arches. Quill must have noticed this because he focused intensely on that area. He started rubbing the scratcher up and down in a two-inch-wide area. Rocket started to feel himself fight for real. There was no more faking it. This was torture.

Rocket loved it.

"A-Ahahahahahaaaa!"

Quill was quick to abandon the tool in exchange for another. He snatched up the makeup brush, which was long with a large poofy blackhead. Quill attacked under Rocket's toes, leading to another outburst of uncontrollable laughter.

"Eehehehehehe! A-Ahhhhahaha shit!"

Rocket's toes began wildly wiggling, which only made the tickling worse as the soft and delicate bristles began to lick and drag between his sensitive toes. The worst spot by far was directly underneath his toes and above the balls of his feet. Even a few of the hairs on the brush could have driven him to madness, but to have the whole thing drag back and forth was another kind of torture altogether. Quill once again picked up on Rocket's rocketing laughter in that area and took it upon himself to pull back the toes so there was no escape for the helpless, vulnerable area.

"AAAAHAHAHAHAAAA!" Rocket squealed, screaming more than laughing now.

Goddammit he loved it so much. He loved the agony and helplessness. He loved having no control. He loved Quill being able to dominate him with nothing more than a soft makeup brush under his toes.

It was around then that Quill finally abandoned Rocket's soft-padded soles. He moved his hands up to Rocket's exposed upper half, wiggling his fingers with taunting agony. Rocket was close to whimpering as he was still breathing deeply and trying his best to recover from his poor feet being abused. His entire body trembled as Quill's fingers went down to his armpit and began to rake downward.

"Eeeheheheheheheeeee!" Rocket continued to giggle and snort. He writhed from side to side but there was no escape. Quill grabbed for the toothbrush on the bed and brought it down to the opposite side of Rocket's body where he began to scrub along the raccoon's ribs. That's when Rocket really started to get loud.

"EEEEHEHEHEE NOT THERE NOT THERE NOT THEHEHEHERE!" Rocket cried out. His pleading fell on deaf ears, which honestly only aroused the poor horny raccoon even more. The thought that there was no escape and even his begging wouldn't get him out was making him rock solid. He loved to be tormented. He even loved Quill's stupid teasing.

"Not here?" Quill asked, scrubbing even harder with the brush. "Right here? This spot? Or was it this spot?"

"EEEEEEEEEEEEEHHHHHEEEHEEE!"

When Quill switched sides with the toothbrush so did the hand raking through Rocket's pit. His body bent and twisted awkwardly as it fought to get away from both sources of tickling, but of course there was no escape. When he squirmed to one side to get away from one source of the tickling all he was doing was pressing up into another, making it far worse.

It didn't take very long for Quill to start dragging the toothbrush horizontally between his ribs. The flesh there was particularly sensitive. After he abandoned the toothbrush and ran his hand through the thick fur an idea seemed to pop in his head. Rocket was struggling to catch his breath as he glanced down and saw Quill rifling through the tools of horror. Finally, his hand grasped the handle of a hairbrush. It had long, thin plastic bristles.

"This'll cut right through that pesky fur of yours," Quill said.

"N-No, c'mon," Rocket said. He was partially pleading to stay in character, and partially because he found it sort of a turn on to do so. "Please! L-Let's talk about this, Quill!"

"Heh, no freaking way," Quill said. "You're doomed, buddy."

Quill set the hairbrush down right over Rocket's ribs just under his left armpit. The moment he began to drag it Rocket knew Quill wasn't lying. He really was doomed.

"AAAAHAHAHAHA NOHOHOHOOOOO!" Rocket began squealing within seconds. The hysteria he was feeling at that brush raking over his ribs, cutting right through his thick fur and going right over his ticklish flesh, was near indescribable. It was hell and heaven combined. He had never laughed so loud in his life.

To make matters so much worse, Quill's other hand was exploring the rest of Rocket's upper body. His finger swirled around and prodded the raccoon's belly button. His belly was soft, both in fur and pudginess. As such it was so very, very cruel to tickle it. Quill, however, was a very cruel man and saw no harm in sticking the hairbrush right over his abdomen as he scrubbed downward. Rocket felt as though he were nearing the point of tears as he flailed and squealed with ticklish hell.

"You have a cute laugh when it's forced out like this," Quill commented teasingly. "Ohhh, what's wrong, need a break little guy? Guess I might have gone a little too roug—"

Quill cut himself off suddenly. It was so sudden that even in Rocket's exhausted daze he stared up with curious questioning. It took him a moment to follow Quill's eyes and look down. Horror struck the raccoon. His cock was out. His fully hard, erect cock was out of his pants. Not only was his cock hard, but the head was glistening with pre-cum. There was no way to look at it other than pure arousal. In all his endless writhing he must have found a way to slide out of his already half-off overalls.

Rocket's first instinct was to try and pull up his pants, but then he remembered his arms were bound when he tugged a bit too suddenly and felt pain grind into his wrists. Panic set in as he pulled helplessly. Quill was still silent.

"Sh-Shut up!" Rocket snapped despite the fact that Quill had yet to say a single word. "J-Just shut up and get me the hell out of this! I-I fucking mean it this time!"

The raccoon tried his best to use his bound arms to cover his eyes. He was beyond embarrassed. He couldn't believe he had let this happen. How had he been so stupid? Emotions of anger and guilt and sadness were all boiling up inside of him now. He wanted to scream and shout and part of him wanted to cry as the anxiety and fear set in.

"Um… I didn't expect that," Quill said after several moments of silence.

Quill's hand settled down onto Rocket's belly. The bottom of his palm was down past Rocket's waistline no more than two inches away from the base of Rocket's cock. The raccoon jumped and uncovered his eyes to look at Quill.

"Wh-What the hell are you doing?" Rocket asked. "I said untie me!"

"I-I know, it's just…" Quill trailed off again. Rocket could practically see the cogs struggling to turn inside of Quill's head. "Um… I don't have to stop."

Rocket blinked.

"Huh?" The raccoon asked.

"Do you want me to keep going?"

Now Rocket was convinced he was dreaming. That, or perhaps the shock of exposing his rock solid cock to Quill from being tickled had finally broken him and he was losing his mind.

"Mmm…" Rocket squirmed. He had never felt quite this exposed and helpless, at least not for many years. "D-Don't freaking tease me, asshole."

"I'm not!" Quill insisted. "I'm serious. Is… Is this why you took the music player again?"

Rocket didn't answer. He just kept hiding his eyes behind his arms. After a few moments of silence, he gave a silent, single nod of his head.

"I don't… I don't know why I like it," Rocket said. "I just do. Don't freaking say anything or I'll bite your goddamn head off!"

Despite Rocket's harsh words, it was a struggle just to keep his voice steady. He was almost on the verge of tears out of pure embarrassment.

"I'm not making fun of you," Quill said. "I just… If you tell me to stop again, I will."

Silently, Quill's hand began to move. It drug up from Rocket's belly to his abdomen again. Rocket glanced down gingerly, and then very quickly up at Quill's face. It was hard to read, but he didn't seem upset nor disgusted. He seemed… intrigued if nothing else. His hand silently moved down to the makeup brush from before.

"What are you doing?" Rocket asked.

"If you say stop I will," Quill repeated. He lifted the makeup brush slowly. Rocket watched as it slowly came down to the base of his cock. He wasn't sure what he was expecting, but to feel the hairs actually graze up against the sensitive flesh made him gasp. He jumped and tensed as the makeup brush enveloped his cock on both sides. The hairs tickled, and even without a proper stroke, it was hard for Rocket to keep from giggling.

"Quill…" Rocket said in a quiet, needy sounding whine. "What are you doing?"

Quill didn't respond. He simply moved the makeup brush up all the way to the head of the cock, and then back down. Even slowly the brush was hell. Despite all the feelings boiling up inside Rocket he couldn't stop himself from giggling. He tried to hide it behind gritted teeth, but a finger dragging slow circles around his belly button pushed him over the edge.

"Hehehe… Sh-Shehehit, Quill!"

The brush began to move quicker, the giggling became impossible to hold back. Due to where the brush was touching, a few moans quickly became intertwined into Rocket's laughter. As the brush went to more than just his cock it became abundantly clear that Rocket's entire groin area was overly sensitive to tickling. His balls were just as bad, if not worse than his cock in terms of sensitivity. The brush alone made the poor raccoon want to writhe and giggle.

It was so hard for Rocket to process what exactly was happening. This all still felt like some sort of wet dream. Quill was seriously tickling his cock, and with each second that passed, Rocket could feel himself come closer and closer to orgasm. Maybe it was all the grinding against his overalls that had done it, but he seriously felt like if this drug on enough he was going to cum.

"Ahahahaha!" Rocket laughed. Quill's fingers were groping and teasing his belly. He cracked open an eye and saw Quill smiling down at him. Was he actually enjoying this as well?

"How's it feel?" Quill asked. "Having a soft brush all over your cock?"

"I-It tickles! Ehehehe!" Rocket whined. "G-Goddammit! Ahahahaaaa!"

With each second that passed in ticklish glee Rocket felt less and less of a weight on his chest, he had been holding for days lift itself. He hadn't even realized just how awful keeping this secret of his desires had been. Even his excitement when Quill had finally snapped and decided to tickle him had been nerve-wracking. Now, for once he was able to enjoy it without guilt or humiliation.

"Ahhh! Ahahaha! Ahhh!" Rocket gasped between each laugh. When he started to move his hips up and down Quill's hand which had been teasing his belly moved down and began stroking his cock. He kept the brush swirling over the head and balls, keeping Rocket laughing all the while.

Finally, it hit. Rocket let out a loud gasp and bit his lip. He could feel the overpowering sensation rock his body as he came, shooting cum up. If it hadn't been blocked by the makeup brush still teasing his cock he was positive he would have shot hard enough to hit the ceiling of his cabin. Instead, it splattered over the brush, and onto his belly. He shot three times before his cock was done. Rocket was left panting and trembling. All the strength in his body depleted in an instant.

As Rocket shut his eyes he could feel Quill's hands go up and undo the belt that had been binding the raccoon's wrists. As soon as he could Rocket turned onto his side. His long tail flicked. He didn't even have enough energy to pull up his overalls, leaving him still exposed. He could feel Quill's eyes bore into him.

"So," Quill said. "Do we wanna talk about it?"

"Mmm…" Rocket felt warmth rush to his cheeks.

"We don't have to now," Quill continued. "I probably wore you out a bit too well."

"Mmm," Rocket repeated the same noise as he cracked open his eye and glanced briefly to Quill. "Hey, Quill?"

"Yeah?"

"Thanks for not freaking out," Rocket said. "And I uh… I'm sorry for stealing your stuff again. Your thing's in the desk."

Rocket expected it to end there. He thought Quill was going to take his things and leave the room. Instead, he was surprised once again when Quill laid down on the bed. He pulled up a sheet to cover Rocket's body and wrapped an arm over him. Soon Rocket felt his back press up to Quill's chest. Normally the raccoon would hate this, but right now… it wasn't so bad.

Rocket shut his eyes. He knew that eventually, he would have a lot to explain to Quill. However, right now he was tired. With Quill's warmth pushing up to him he was able to push away his fears for the future and instead focus on this one moment and simply feel content. After a few minutes in silence, Rocket felt sleep tug at the edges of his mind, and the last thing he remembered was Quill's hand rubbing gently against the fur on his chest.


	3. Absolutely Destroyed

Don't Steal my Stuff

Guardians of the Galaxy Story

M/M NSFW Tickling

Rocket Raccoon / Peter Quill

Rocket had spent the last several days cooped up alone in his cabin feeling confused and flustered. He had tried his best not to let his experience with Quill bother him, but the harder he tried not to think about it the more the thoughts would pop up in his head. They made him feel annoyed and embarrassed. It was getting more and more difficult for the raccoon to so much as see Quill without freezing up.

Rocket had gotten hard from Quill tickling him. He couldn't stop replaying the memory again and again in his mind. He thought of how it felt to be held down and squeal at the touch of the man. He hated it so much in the moment, kicking and whining and begging for it to stop. It was pure torture. It left no scars, but it was as unforgiving as the real kind. Whenever he thought about it for too long his overalls got tight, and he was forced to excuse himself.

The night after Quill had tickled Rocket, the raccoon had been unable to sleep. He kept tossing and turning in his bed with the memory fresh in his mind. His cock was rock solid, and he couldn't stop thinking about the reason why. Eventually, he gave into his body's needs and jerked off, all while closing his eyes and trying to remember the sensation of Quill's fingers digging into his sides. When he finally came he felt angry and ashamed. He was finally able to sleep, but he wasn't exactly happy about it.

"Mmmmph," Rocket whined as he rolled onto his side. He had a pillow pressed to both sides of his head. He was dealing with that same problem again. He was thinking about that day, and his body was reacting. He had just been sitting here tinkering with some gadgets when his mind started to wander. Whenever it wandered lately, it always came right back to the tickling.

Rocket told himself he was being stupid. He thought he was a freak or some kind of pervert. Normally those words wouldn't bother him, but in the context of getting off because somebody tickled him, he couldn't stop worrying about it. Maybe if it was a one-time thing he could excuse it, but the problem was it wasn't.

Rocket wanted to be tickled again.

The raccoon had tried everything in his power to convince himself this one simple fact was a lie. He had denied it, tried to fight it, and even torn his hair out just trying not to think about it. However, everything boiled down to the same conclusion. He wanted more. He was like a starving beast who desperately searched for his next meal. Every time he was aroused all he could think about was how badly he wanted to experience it again. He wanted it to be just as intense, if not worse. He wanted to really suffer under the torment of Quill's fingers. That thought alone was driving him insane to the point he couldn't even squirm without feeling the rock solid cock between his legs.

"Dammit!" Rocket hissed.

He knew that someway, somehow, he had to figure out how to be tickled once again.

Turns out, it was actually a lot more difficult than he thought it would be. The more Rocket thought about it the more he realized he had pissed off and annoyed Quill countless times in the past. It was only this most recent endeavor that had escalated to the point of him snapping and actually retaliating seriously against Rocket.

Rocket considered a few options. He thought about verbally assaulting Quill, trashing his room, or even just driving the ship off course when Quill wasn't looking. All of these seemed a bit too drastic and downright mean in a way that didn't rub the raccoon the right way.

In the end, repeating the same thing that got him into this whole mess felt like the best course of action. Which was how he ended up sitting alone in his room clutching Quill's music device in both of his hands fidgeting with anxious nerves.

Honestly, Rocket didn't feel amazing about stealing this device for a second time. He had regretfully been made to feel pretty guilty the last time he did so, even before Quill tickled the hell out of him, and to do it a second time just made him feel all slimy and gross. Still, it seemed like the safest option that wouldn't result in too much of a mess for anybody aboard the ship. Sneaking into Quill's room in the dead of night to snatch it from his nightstand had been easy enough, but the really hard part was just waiting.

It only took a few hours for Quill to realize what was missing. Rocket could hear him occasionally swearing as he searched the inside of his room with frustrated groans. It wasn't quite the same vicious desperation as before, because it took him less than twenty minutes of searching before he got fed up and went searching for the raccoon.

Rocket had retreated to the safety of his cabin by the time Quill came pounding on his door.

"Th-The hell do you want?" Rocket asked, actually jumping as the pounding of the door synced up to the rough pounding inside his chest. "I'm busy!"

"I know you took it, you rat!" Quill snapped through the door before pulling it open. He took a step in with a frustrated look on his face. "Look, just give it back and we won't have any problems."

"I dunno what the hell you're talking about," Rocket said, though he was unable to look up and meet Quill's eye as he lied through his pointy teeth. He honestly couldn't stand to look at Quill without a wave of guilt washing over him. "Y'know it's polite to wait for somebody to open the door before bursting into their room."

"Don't get cute with me," Quill said. He stepped forward and grabbed Rocket without warning.

The raccoon, who had been sitting with his back facing Quill, yelped in surprise when he felt two hands grasp him by the armpits and lift him up.

"H-Hey, put me down!" Rocket snapped.

"Do I have to teach you another lesson?" Quill asked. He sounded devious now. "Just tell me what you did with it and I'll leave you alone."

Rocket could feel his chest almost explode with excitement. He suddenly wasn't feeling very guilty any longer.

"I-I ain't saying anything about your damn music player!" Rocket said, trying his best to really seal the deal by stating that he knew exactly what Quill was talking about.

"Oh, you're asking for it now," Quill said. "Don't say I didn't warn you."

"Lemme go!" Rocket snapped, fearful he might accidentally let it show in his voice just how excited he was. "I'll scream! Really!"

"Heh, good luck shortstuff," Quill mocked. "Everybody's out on a supply run. I got you all to myself for the next few hours until you fess up!"

"Nnnngh, you sack of shit!" Rocket cried out, trying his absolute hardest to sound as angry as he normally would have. "I'm gonna bite your goddamn fingers off if you don't let me go!"

"Good luck trying," Quill said. "Cause when I'm through with you you're gonna be too exhausted to even nip at me."

Oh shit. Those words were way hotter to Rocket than he could possibly dream of. Suddenly he was very worried Quill might look down and discover the fact that his cock was quickly hardening from sheer anticipation. He watched helplessly as Quill undid his belt with one hand and pulled it free. He squirmed and struggled just enough to make it look like he was putting up a real fight, but not enough to actually free himself. As Quill began to tie his wrists up above his head he whined and panted. Quill secured both the belt and Rocket's wrists to the top of the bed, freeing up both of his hands. Now Rocket was sitting there helplessly.

"We can avoid all of this if you just be a good little fuzzball and tell me where you hid it," Quill said.

"Bite me," Rocket growled.

"Heh, don't say I didn't warn you," Quill teased. His hands moved down to Rocket's shoulders where he quickly unlatched both sides of the raccoon's blue overalls. He slipped them down. By now Rocket's heart was beating so furiously fast that he was surprised Quill couldn't hear it. Soon the overalls were at his waist, thankfully creating a big enough heap near his crotch to mask his quickly tenting erection from Quill.

"Aw, you're so nervous you're trembling," Quill taunted. "I told you how to get out of it. You can still back out, you know."

"S-Screw you," Rocket said.

Truth be told, he was trembling from excitement. There was also the fear and terror that Quill might unmask his true desires, but right now he simply wanted it to start. He had been thinking about the last time so nonstop that he wanted to pinch himself just to make sure this wasn't another one of his dreams. Luckily the tightness of the belt above his head and the adrenaline running through his veins was enough to tell him it wasn't.

"I think last time wasn't hard enough for you to learn a proper lesson," Quill said. He reached out a finger and pressed it down to Rocket's chest and began to drag it down. "Don't go anywhere now."

"Th-The hell are you doing?" Rocket asked.

Quill slipped off the bed and out of the room quickly, much to Rocket's confusion and disappointment. If this were the last time he was positive he would be writhing trying to free himself, but instead, he simply sat still and waited. When he heard Quill's footsteps approach from down the hall return the raccoon started to feign struggling. He saw Quill was holding an assortment of items in his hands, which he dumped out onto the bed. Rocket noticed a toothbrush, a makeup brush, a backscratcher with pointy looking fingers, and other items that were tossed out of Rocket's line of sight before he got a proper chance to look at them.

"The hell's all that?" Rocket questioned.

"Your nightmare," Quill said with a devious tone. "I told you. It's time for a proper lesson."

Quill reached down and snatched up the backscratcher first. His eyes ran up and down Rocket's body before eventually falling down to the soles of the raccoon's feet. He reached down and grabbed for one of the ankles. Rocket couldn't stop himself from yipping in surprise. He hadn't been tickled there last time, meaning he had no idea just how sensitive it was.

The pointed fingers at the end of the backscratcher settled down at the ball of Rocket's sole and began to drag downward. Rocket didn't stand a chance. He couldn't even try to hold back. He just burst out laughing.

"Ah-Ahahahaha! H-Hohoholy shit!" Rocket began squealing in a matter of seconds. Before the backscratcher had even reached his arch he was overwhelmed by the sensation.

"Oh, you're so fucked," Quill said. He sounded downright evil as he drug the backscratcher without mercy. The ticklish feeling peaked as those fingers drug over his arches. Quill must have noticed this because he focused intensely on that area. He started rubbing the scratcher up and down in a two-inch-wide area. Rocket started to feel himself fight for real. There was no more faking it. This was torture.

Rocket loved it.

"A-Ahahahahahaaaa!"

Quill was quick to abandon the tool in exchange for another. He snatched up the makeup brush, which was long with a large poofy blackhead. Quill attacked under Rocket's toes, leading to another outburst of uncontrollable laughter.

"Eehehehehehe! A-Ahhhhahaha shit!"

Rocket's toes began wildly wiggling, which only made the tickling worse as the soft and delicate bristles began to lick and drag between his sensitive toes. The worst spot by far was directly underneath his toes and above the balls of his feet. Even a few of the hairs on the brush could have driven him to madness, but to have the whole thing drag back and forth was another kind of torture altogether. Quill once again picked up on Rocket's rocketing laughter in that area and took it upon himself to pull back the toes so there was no escape for the helpless, vulnerable area.

"AAAAHAHAHAHAAAA!" Rocket squealed, screaming more than laughing now.

Goddammit he loved it so much. He loved the agony and helplessness. He loved having no control. He loved Quill being able to dominate him with nothing more than a soft makeup brush under his toes.

It was around then that Quill finally abandoned Rocket's soft-padded soles. He moved his hands up to Rocket's exposed upper half, wiggling his fingers with taunting agony. Rocket was close to whimpering as he was still breathing deeply and trying his best to recover from his poor feet being abused. His entire body trembled as Quill's fingers went down to his armpit and began to rake downward.

"Eeeheheheheheheeeee!" Rocket continued to giggle and snort. He writhed from side to side but there was no escape. Quill grabbed for the toothbrush on the bed and brought it down to the opposite side of Rocket's body where he began to scrub along the raccoon's ribs. That's when Rocket really started to get loud.

"EEEEHEHEHEE NOT THERE NOT THERE NOT THEHEHEHERE!" Rocket cried out. His pleading fell on deaf ears, which honestly only aroused the poor horny raccoon even more. The thought that there was no escape and even his begging wouldn't get him out was making him rock solid. He loved to be tormented. He even loved Quill's stupid teasing.

"Not here?" Quill asked, scrubbing even harder with the brush. "Right here? This spot? Or was it this spot?"

"EEEEEEEEEEEEEHHHHHEEEHEEE!"

When Quill switched sides with the toothbrush so did the hand raking through Rocket's pit. His body bent and twisted awkwardly as it fought to get away from both sources of tickling, but of course there was no escape. When he squirmed to one side to get away from one source of the tickling all he was doing was pressing up into another, making it far worse.

It didn't take very long for Quill to start dragging the toothbrush horizontally between his ribs. The flesh there was particularly sensitive. After he abandoned the toothbrush and ran his hand through the thick fur an idea seemed to pop in his head. Rocket was struggling to catch his breath as he glanced down and saw Quill rifling through the tools of horror. Finally, his hand grasped the handle of a hairbrush. It had long, thin plastic bristles.

"This'll cut right through that pesky fur of yours," Quill said.

"N-No, c'mon," Rocket said. He was partially pleading to stay in character, and partially because he found it sort of a turn on to do so. "Please! L-Let's talk about this, Quill!"

"Heh, no freaking way," Quill said. "You're doomed, buddy."

Quill set the hairbrush down right over Rocket's ribs just under his left armpit. The moment he began to drag it Rocket knew Quill wasn't lying. He really was doomed.

"AAAAHAHAHAHA NOHOHOHOOOOO!" Rocket began squealing within seconds. The hysteria he was feeling at that brush raking over his ribs, cutting right through his thick fur and going right over his ticklish flesh, was near indescribable. It was hell and heaven combined. He had never laughed so loud in his life.

To make matters so much worse, Quill's other hand was exploring the rest of Rocket's upper body. His finger swirled around and prodded the raccoon's belly button. His belly was soft, both in fur and pudginess. As such it was so very, very cruel to tickle it. Quill, however, was a very cruel man and saw no harm in sticking the hairbrush right over his abdomen as he scrubbed downward. Rocket felt as though he were nearing the point of tears as he flailed and squealed with ticklish hell.

"You have a cute laugh when it's forced out like this," Quill commented teasingly. "Ohhh, what's wrong, need a break little guy? Guess I might have gone a little too roug—"

Quill cut himself off suddenly. It was so sudden that even in Rocket's exhausted daze he stared up with curious questioning. It took him a moment to follow Quill's eyes and look down. Horror struck the raccoon. His cock was out. His fully hard, erect cock was out of his pants. Not only was his cock hard, but the head was glistening with pre-cum. There was no way to look at it other than pure arousal. In all his endless writhing he must have found a way to slide out of his already half-off overalls.

Rocket's first instinct was to try and pull up his pants, but then he remembered his arms were bound when he tugged a bit too suddenly and felt pain grind into his wrists. Panic set in as he pulled helplessly. Quill was still silent.

"Sh-Shut up!" Rocket snapped despite the fact that Quill had yet to say a single word. "J-Just shut up and get me the hell out of this! I-I fucking mean it this time!"

The raccoon tried his best to use his bound arms to cover his eyes. He was beyond embarrassed. He couldn't believe he had let this happen. How had he been so stupid? Emotions of anger and guilt and sadness were all boiling up inside of him now. He wanted to scream and shout and part of him wanted to cry as the anxiety and fear set in.

"Um… I didn't expect that," Quill said after several moments of silence.

Quill's hand settled down onto Rocket's belly. The bottom of his palm was down past Rocket's waistline no more than two inches away from the base of Rocket's cock. The raccoon jumped and uncovered his eyes to look at Quill.

"Wh-What the hell are you doing?" Rocket asked. "I said untie me!"

"I-I know, it's just…" Quill trailed off again. Rocket could practically see the cogs struggling to turn inside of Quill's head. "Um… I don't have to stop."

Rocket blinked.

"Huh?" The raccoon asked.

"Do you want me to keep going?"

Now Rocket was convinced he was dreaming. That, or perhaps the shock of exposing his rock solid cock to Quill from being tickled had finally broken him and he was losing his mind.

"Mmm…" Rocket squirmed. He had never felt quite this exposed and helpless, at least not for many years. "D-Don't freaking tease me, asshole."

"I'm not!" Quill insisted. "I'm serious. Is… Is this why you took the music player again?"

Rocket didn't answer. He just kept hiding his eyes behind his arms. After a few moments of silence, he gave a silent, single nod of his head.

"I don't… I don't know why I like it," Rocket said. "I just do. Don't freaking say anything or I'll bite your goddamn head off!"

Despite Rocket's harsh words, it was a struggle just to keep his voice steady. He was almost on the verge of tears out of pure embarrassment.

"I'm not making fun of you," Quill said. "I just… If you tell me to stop again, I will."

Silently, Quill's hand began to move. It drug up from Rocket's belly to his abdomen again. Rocket glanced down gingerly, and then very quickly up at Quill's face. It was hard to read, but he didn't seem upset nor disgusted. He seemed… intrigued if nothing else. His hand silently moved down to the makeup brush from before.

"What are you doing?" Rocket asked.

"If you say stop I will," Quill repeated. He lifted the makeup brush slowly. Rocket watched as it slowly came down to the base of his cock. He wasn't sure what he was expecting, but to feel the hairs actually graze up against the sensitive flesh made him gasp. He jumped and tensed as the makeup brush enveloped his cock on both sides. The hairs tickled, and even without a proper stroke, it was hard for Rocket to keep from giggling.

"Quill…" Rocket said in a quiet, needy sounding whine. "What are you doing?"

Quill didn't respond. He simply moved the makeup brush up all the way to the head of the cock, and then back down. Even slowly the brush was hell. Despite all the feelings boiling up inside Rocket he couldn't stop himself from giggling. He tried to hide it behind gritted teeth, but a finger dragging slow circles around his belly button pushed him over the edge.

"Hehehe… Sh-Shehehit, Quill!"

The brush began to move quicker, the giggling became impossible to hold back. Due to where the brush was touching, a few moans quickly became intertwined into Rocket's laughter. As the brush went to more than just his cock it became abundantly clear that Rocket's entire groin area was overly sensitive to tickling. His balls were just as bad, if not worse than his cock in terms of sensitivity. The brush alone made the poor raccoon want to writhe and giggle.

It was so hard for Rocket to process what exactly was happening. This all still felt like some sort of wet dream. Quill was seriously tickling his cock, and with each second that passed, Rocket could feel himself come closer and closer to orgasm. Maybe it was all the grinding against his overalls that had done it, but he seriously felt like if this drug on enough he was going to cum.

"Ahahahaha!" Rocket laughed. Quill's fingers were groping and teasing his belly. He cracked open an eye and saw Quill smiling down at him. Was he actually enjoying this as well?

"How's it feel?" Quill asked. "Having a soft brush all over your cock?"

"I-It tickles! Ehehehe!" Rocket whined. "G-Goddammit! Ahahahaaaa!"

With each second that passed in ticklish glee Rocket felt less and less of a weight on his chest, he had been holding for days lift itself. He hadn't even realized just how awful keeping this secret of his desires had been. Even his excitement when Quill had finally snapped and decided to tickle him had been nerve-wracking. Now, for once he was able to enjoy it without guilt or humiliation.

"Ahhh! Ahahaha! Ahhh!" Rocket gasped between each laugh. When he started to move his hips up and down Quill's hand which had been teasing his belly moved down and began stroking his cock. He kept the brush swirling over the head and balls, keeping Rocket laughing all the while.

Finally, it hit. Rocket let out a loud gasp and bit his lip. He could feel the overpowering sensation rock his body as he came, shooting cum up. If it hadn't been blocked by the makeup brush still teasing his cock he was positive he would have shot hard enough to hit the ceiling of his cabin. Instead, it splattered over the brush, and onto his belly. He shot three times before his cock was done. Rocket was left panting and trembling. All the strength in his body depleted in an instant.

As Rocket shut his eyes he could feel Quill's hands go up and undo the belt that had been binding the raccoon's wrists. As soon as he could Rocket turned onto his side. His long tail flicked. He didn't even have enough energy to pull up his overalls, leaving him still exposed. He could feel Quill's eyes bore into him.

"So," Quill said. "Do we wanna talk about it?"

"Mmm…" Rocket felt warmth rush to his cheeks.

"We don't have to now," Quill continued. "I probably wore you out a bit too well."

"Mmm," Rocket repeated the same noise as he cracked open his eye and glanced briefly to Quill. "Hey, Quill?"

"Yeah?"

"Thanks for not freaking out," Rocket said. "And I uh… I'm sorry for stealing your stuff again. Your thing's in the desk."

Rocket expected it to end there. He thought Quill was going to take his things and leave the room. Instead, he was surprised once again when Quill laid down on the bed. He pulled up a sheet to cover Rocket's body and wrapped an arm over him. Soon Rocket felt his back press up to Quill's chest. Normally the raccoon would hate this, but right now… it wasn't so bad.

Rocket shut his eyes. He knew that eventually, he would have a lot to explain to Quill. However, right now he was tired. With Quill's warmth pushing up to him he was able to push away his fears for the future and instead focus on this one moment and simply feel content. After a few minutes in silence, Rocket felt sleep tug at the edges of his mind, and the last thing he remembered was Quill's hand rubbing gently against the fur on his chest.


End file.
